Agreement

      


      This
Agreement (“Agreement”) is entered into as of the date and year hereinafter
written between Boomerang Systems, Inc., a Delaware corporation, (the “Company”)
and __________ (the “Holder”), such Holder having the address set forth on the
Signature Page to this agreement.

      


      NOW, THEREFORE, in consideration of the
mutual agreements, covenants, representations and warranties contained herein,
and for other good and valuable consideration, the receipt and sufficiency of
which are hereby acknowledged, the parties hereto, each intending to be legally
bound, hereby agree as follows:

      


      
        	
                 
      

              	
                (1)

              	
                The
      Holder is the holder of $_______ principal amount of the Company’s 12%
      Promissory Notes (the “Notes”) with accrued interest thereon through
      October 31, 2009 in the amount of $______ (the
  “Interest”).

              


      

      


      
        	
                 
      

              	
                (2)

              	
                In
      order to simplify and clarify its equity capital structure, the Company is
      seeking to eliminate and reduce the amount of Notes and Interest it has
      outstanding by taking the following
steps.

              


      

      


      
        	
                 
      

              	
                (3)

              	
                The
      Holder agrees to transfer, sell and assign the Notes and Interest to the
      Company at an exchange price of $0.10 per share for every dollar, free and
      clear of all claims, rights and encumbrances in exchange for an aggregate
      of ___________ shares (the “Exchange Shares”) of the Company’s duly
      authorized and fully paid shares of Common Stock, which shares shall
      constitute payment in full for the Notes and
  Interest.

              


      

      


      
        	
                 
      

              	
                (4)

              	
                The
      Company desires to effect this issuance of its shares of Common Stock in
      exchange for the Notes and Interest as an exempt transaction under Section
      3 (a) (9) of the Securities Act of 1933, as amended (the “Securities
      Act”).

              


      

      


      
        	
                 
      

              	
                (5)

              	
                Concurrently
      herewith (or no later than five (5) days from the date hereof) in order to
      consummate the foregoing transaction, the Holder shall deliver to the
      Company, the original Note and Warrants with such assignments and
      endorsements thereon as necessary to transfer good and valid beneficial
      ownership of the Notes (inclusive of accrued interest) to the
      Company.

              


      

      


      
        	
                 
      

              	
                (6)

              	
                Holder
      understands, covenants and agrees that the Exchange Shares issued shall
      have such restrictions on the resale of those shares as are required under
      the Securities Act.  In effecting resales of such Exchange
      Shares, such shares will be deemed to be “restricted securities” as
      defined under Rule 144 and, unless such offer and resale has been
      registered under the Securities Act, the resale will be subject to the
      restrictions and limitations of Rule 144.  Holder agrees that a
      legend may be affixed to the certificate for the Exchange Shares issued to
      Holder and stop transfer instructions can be placed against the transfer
      of the Exchange Shares in accordance with the
  foregoing.

              


      

       

      
        
           


        

        
           


          
            

          

        

        
           


        

      


      
        	
                 
      

              	
                (7)

              	
                This
      Agreement shall be governed in all respects by the laws of the State of
      Delaware.  This Agreement constitutes the full and entire
      understanding and agreement between the parties with regard to the subject
      hereof.  This Agreement, or any provision hereof, may be
      amended, waived, discharged or terminated only upon the written agreement
      of the parties hereto.

              


      

      


      This
Agreement may be executed in separate counterparts each of which shall
constitute one agreement and shall be binding on the parties.

      


      Signatures

      


      In Witness Whereof, the Company has
executed this Agreement this ________ day of ___________-, 2009.

      


      
        
          
            	
                    Company

                  	
                    Boomerang
      Systems, Inc.

                  
	 
      	 
      	 
      
	 
      	 
      	 
      
	 
      	
                    By

                  	
                    _________________________________

                  
	 
      	 
      	
                    Title

                  


          

        

      

      


      In Witness Whereof, the Holder has
executed this Agreement this ________ day of ____________, 2009.

      


      


      
        
          	
                  Holder

                	
                  ________________________

                
	 
      	 
      
	 
      	
                  ________________________

                
	 
      	
                  Printed
      name

                
	 
      	 
      
	
                  Holder
      Address:

                	
                  _______________________

                
	 
      	 
      
	 
      	
                  _______________________

                
	 
      	 
      
	 
      	
                  _______________________

                


        

      

       

      
        
           


        

        
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